Terms of service

Witsberry provides software development, technical consulting, and "CTO partner" services. We commit to delivering professional, high-quality code and strategic advice. The specific scope of work, deliverables, price, and the ship date referenced in Section 4 are defined in a separate Statement of Work (SOW) or Project Agreement signed by both parties. Where anything on witsberry.com conflicts with a signed SOW, the signed SOW controls.

Your vision, your code.

Upon full and final payment of all fees associated with a project:

• You grant Witsberry a non-exclusive license to use your background IP solely for the purpose of delivering the services.
• Witsberry assigns to you all right, title, and interest in the custom deliverables created specifically for you.
• You own the source code, design assets, and technical documentation in their entirety.

Until full and final payment is received, all deliverables remain the property of Witsberry and are licensed to you for evaluation purposes only. This is the mechanism behind the never-hostage guarantee in Section 4, ownership transfers to you the moment you've paid for it, not on some later handover date, and not before.

The $18,000 BUILT TO HOLD program is paid across 3 milestones tied to working software, not calendar dates, as set out in the signed SOW. Other engagements outside BUILT TO HOLD may use a different milestone structure, defined in that project's SOW.

• Deposit: a percentage is required to commence work and secure your slot.
• Milestones: subsequent payments are triggered by the approval of defined deliverables (e.g., design approval, alpha release).
• Final payment: due upon project completion, testing, and handover.

Failure to pay an invoice within the agreed timeframe may result in a pause of services, suspension of the guarantees in Section 4 for the duration of the non-payment, and a delay in IP transfer under Section 2.

These are the same five guarantees described on witsberry.com, stated here with the specific terms, definitions, and limits that make them enforceable rather than just a marketing claim. Where a guarantee below and the homepage description differ, this section controls.

• Verdict guarantee. The WB-12 Readiness Audit is informational. It is not a warranty that your product has no other issues beyond what the audit covers. If the audit finds fewer than three risks, the report remains yours at no charge, that is the entire remedy under this guarantee.
• Ship-date guarantee. Applies to the ship date confirmed in a signed SOW, not a verbal estimate. If Witsberry misses that date, every full week late is credited against the remaining balance, free, up to a maximum of 100% of the Build fee. This guarantee does not apply to delay caused by your side, late feedback, late content or assets, delayed access to systems, or a change request under Section 5's scope-lock process, each of which extends the ship date by the length of the delay.
• Scope-lock guarantee. Scope is fixed in the signed SOW before work starts. Anything outside it is quoted separately in a written change order before we build it, your price for the original scope never moves. Approved change orders are excluded from the ship-date guarantee above by the length of the added work.
• Never-hostage guarantee. You own the code, the repo, the infrastructure, and the credentials, in full, the moment final payment clears, per Section 2. Leave whenever you like after that point and take everything with you.
• Built-to-hold guarantee. Applies to clients on an active RUN retainer, in good standing on payment. A "critical bug" means a defect in code Witsberry built and currently operates that makes core production functionality unusable, causes data loss, or is an active security vulnerability. It excludes cosmetic issues, feature requests, and any issue caused by a third-party service outside Witsberry's control (hosting provider outage, an upstream API or payment processor failing), or by a change made to the system by you or a third party. When a critical bug is confirmed, Witsberry prioritizes the fix over non-critical work at no additional charge. If it is not resolved within 24 hours of confirmation, Witsberry reimburses your actual, documented hosting costs for the affected environment for each day it remains unresolved beyond that 24-hour window, capped at one month of your standard hosting spend.

The remedy stated for each guarantee above is your sole and exclusive remedy for that specific failure. Total combined payouts across all five guarantees on a single engagement will not exceed the total fees paid for that engagement.

Each party may share confidential business, technical, or financial information with the other during the engagement ("Confidential Information"). Both parties agree to:

• Use the other party's Confidential Information only to perform or receive the services.
• Protect it with at least the same care used to protect their own confidential information, and never less than reasonable care.
• Not disclose it to a third party without prior written consent, except to employees, contractors, or advisors who need it to do the work and are bound by an equivalent duty of confidentiality.

This obligation does not apply to information that is already public, was already known to the receiving party without restriction, is independently developed without reference to the disclosing party's information, or must be disclosed by law or court order (with notice given first where legally possible). It survives for 3 years after the engagement ends. Prospective clients discussing a project before any SOW is signed are covered by Witsberry's mutual NDA instead of this section.

We warrant that our services will be performed with reasonable skill and care. However, due to the nature of software, we do not warrant that software will be error-free or uninterrupted, beyond the specific commitments made under the built-to-hold guarantee in Section 4 for active RUN clients.

To the maximum extent permitted by law, Witsberry shall not be liable for any indirect, special, or consequential damages, including loss of profits or data. Our total liability arising out of a single engagement, whether under this agreement, the guarantees in Section 4, or otherwise, is strictly limited to the fees paid by you for that engagement.

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, including natural disaster, war, act of government, internet or utility outage, or the failure of a third-party service neither party operates (a hosting provider, a payment processor, an upstream API). Deadlines and guarantee windows under Section 4 are extended by the length of the event. If a force majeure event continues for more than 30 days, either party may terminate the affected SOW under Section 8 without further liability beyond fees already earned for work completed.

• Build phase: either party may terminate for material breach not cured within 14 days of written notice. If you terminate for convenience, you pay for milestones completed to date and keep the deliverables from those milestones once paid in full; unpaid, in-progress work is not delivered.
• RUN retainer: cancel any month, effective at the end of the current billing month, no cancellation fee, per the standing offer on witsberry.com. On cancellation, we provide a reasonable export of your data and access credentials.

You agree not to solicit, hire, or engage any Witsberry employee or contractor who has worked on your project for a period of 12 months following the conclusion of the project, without our prior written consent.

If a dispute arises, including a disagreement over whether a guarantee in Section 4 has been triggered, both parties agree to first raise it in writing and negotiate in good faith for 14 days. If unresolved, either party may propose mediation before pursuing litigation. Nothing here prevents either party from seeking urgent injunctive relief where genuinely necessary, for example to protect Confidential Information under Section 5.